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Hapoalim International NV Immediate Report on a Meeting

26/06/2019 11:31am

UK Regulatory (RNS & others)


Hapoalim 21 (LSE:51IR)
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TIDM51IR

RNS Number : 5110D

Hapoalim International NV

26 June 2019

RNS Notification

26 June 2019

Offering Circular dated 30 July 2015 in respect of the USD 2,500,000,000 Global Medium Term Programme (the "Programme") of Hapoalim International N.V. (the "Issuer"), as amended, restated or supplemented from time to time (the "Offering Circular")

RE: Notification in respect of certain events affecting Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme

Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Offering Circular.

The Issuer makes the following announcement in respect of Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme (the "Guarantor"):

The Guarantor has published the attached immediate report on a Meeting

LEI of the Guarantor: B6ARUI4946ST4S7WOU88

Class and sub-class of regulated information: Ongoing regulated information - Inside information

For further information please contact:

Gilad Bloch

Secretary of the Bank

Bank Hapoalim B.M.

   Direct Dial:            +972 (0)3 567 3800 
   Email:                   gilad.bloch@poalim.co.il 

The following is an unofficial translation of the Hebrew report and has been prepared for convenience only. In case of any discrepancy, the Hebrew version prevails.

"

Bank Hapoalim B.M.

Number with the Registrar: 520000118

Securities Authority Tel Aviv Stock Exchange Ltd. Tav 460 (Public) Via Magna: June 13, 2019

www.isa.gov.il www.tase.co.il Ref: 2019-01-050499

Immediate Report on a Meeting

Regulation 36B (a) and (d), and Regulation 36C of the Securities Regulations

(Periodic and Immediate Reports), 1970

Explanation: If one of the subjects on the agenda of the meeting is the approval of a transaction with a controlling party or the approval of an exceptional proposal, Form Tav 133 or Tav 138, respectively, should be filled in first, and then it is required to also make a report on this form.

Is it possible to vote by means of the electronic voting system? Yes

Note: The possibility of choosing this field is only for corporations not registered in Israel.

The corporation gives notice of: Convening a meeting

Note: In case of any change in the date of the meeting (postponement or advancement), "postponement of meeting" or "postponement by the Court" or "postponement sine die" should be chosen.

The reference number of the last notice about the meeting is__________, which was called for __________

Reason for postponement or cancellation:

Explanation: Reference should be made to the reference number of the last notice of convening or postponement of the meeting.

   1.   Category of security:   Share 

Name of the entitling security: O.S. NIS 0.1

Number of the security on the Stock Exchange which entitles the holder thereof to participate at the meeting: 662577

Record date for eligibility to participate and vote at the meeting: June 19, 2019

Explanation: If a meeting is required in respect of more than one security number, a Tav 460 report should be filed for each security separately. Reports noting additional security numbers will require an amending report to be sent.

   2.   On the date: June 13, 2019 

It was resolved to convene an annual meeting _________,

Which will convene on Thursday on the date: July 18, 2019 at the time: 4:00 p.m.

At the address: At the offices of the Bank, 63 Yehuda Halevy St., Tel-Aviv (Level 6, Room 608).

   3.   On the agenda: 

Explanation: The numbering of the subjects on the agenda shall be in the same order as they appear in the report on the summoning of the meeting if it is attached as a file.

Subjects/resolutions to be raised at the meeting:

 
 1 
  The subject / the resolution and the particulars thereof: 
  A deliberation of the company's audited annual financial statements as of December 31, 2018 
  and the reports of the Board of Directors and Management for the year then ended. 
 
  Declaration: There is no appropriate field for classification 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ______________________ 
 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: Section 60 (b) of the Companies Law 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: No 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
  ______ 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
  ____________ 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for report only 
 
  Type of majority required for approval: ______________ 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? 
----------------------------------------------------------------------------------------------------- 
 
 
 2 
  The subject / the resolution and the particulars thereof: 
  To approve the reappointment of Somekh Chaikin (KPMG) CPAs and Ziv Haft (BDO) CPAs, as the 
  Bank's joint auditors, until the end of the next annual general meeting of the Bank. 
  Declaration: There is no appropriate field for classification 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: Section 60 (b) of the Companies Law 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: No 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority ______________ 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 3 
  The subject / the resolution and the particulars thereof: 
  To adopt the amendments to the Articles of Association of the Bank, in accordance with the 
  language of the Articles of Association, attached as Annex A to the Report. 
 
  Amendment of the Articles of Association as stated in Section 20 of the Companies Law. 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority ______________ 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 4 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. David Avner for office as an external director (according 
  to the provisions of the Companies Law and Directive 301) at the Bank for a period of three 
  years. 
  The term of office shall commence on the date of receipt of the Supervisor of Banks' approval 
  of or non-objection to the appointment. 
  Appointment / extension of the term of office of an external director as stated in sections 
  239 (b) or 245 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
 
  Type of majority required for approval: is not a simple majority 
  In accordance with the provisions of Section 239 (b) of the Companies Law, considering the 
  fact that the Bank is a banking corporation without a controlling block - the required majority 
  is a simple majority of the votes of the shareholders participating in the vote (excluding 
  abstaining votes), provided that one of the following is fulfilled: (1) The count of the majority 
  votes includes at least a majority of the total of votes of shareholders who are not controlling 
  shareholders of the Bank or have a personal interest in the approval of the appointment, with 
  the exception of personal interest that does not result from his relations with the controlling 
  shareholder, participating in the vote. The count of the total votes of such shareholders 
  shall exclude the abstaining votes; (2) the total of dissenting votes from among the shareholders 
  mentioned in Subsection (1) above does not exceed a rate of two percent of all voting rights 
  at the Bank. 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 5 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. Arie Orlev for office as an external director (according 
  to the provisions of the Companies Law and Directive 301) at the Bank for a period of three 
  years. 
  The term of office shall commence on the date of receipt of the Supervisor of Banks' approval 
  of or non-objection to the appointment. 
  Appointment / extension of the term of office of an external director as stated in sections 
  239 (b) or 245 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: is not a simple majority 
  In accordance with the provisions of Section 239 (b) of the Companies Law, considering the 
  fact that the Bank is a banking corporation without a controlling block - the required majority 
  is a simple majority of the votes of the shareholders participating in the vote (excluding 
  abstaining votes), provided that one of the following is fulfilled: (1) The count of the majority 
  votes includes at least a majority of the total of votes of shareholders who are not controlling 
  shareholders of the Bank or have a personal interest in the approval of the appointment, with 
  the exception of personal interest that does not result from his relations with the controlling 
  shareholder, participating in the vote. The count of the total votes of such shareholders 
  shall exclude the abstaining votes; (2) the total of dissenting votes from among the shareholders 
  mentioned in Subsection (1) above does not exceed a rate of two percent of all voting rights 
  at the Bank. 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 6 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. Noam Hanegbi for office as an external director (under Directive 
  301) at the Bank for a period of three years. 
  The term of office shall commence on the date as specified in the Report. 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 7 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. Israel Sichel for office as an external director (under 
  Directive 301) at the Bank for a period of three years. 
  The term of office shall commence on the date as specified in the Report. 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 8 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. Ruben Krupik for office as an external director (under Directive 
  301) at the Bank for a period of three years. 
  The term of office shall commence on the date as specified in the Report, but the three-year 
  term of office shall be counted from the date of extension of his term of office by the Supervisor 
  (February 17, 2019, for details see Section 2.3 of the Report). 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 9 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Ms. Tamar Bar-Noy Gotlin for office as a director who is not 
  an external director at the Bank for a period of three years. 
  The term of office shall commence on the date as specified in the Report. 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 10 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Mr. Oded Eran for office as a director who is not an external 
  director at the Bank for a period of three years. 
  The term of office shall commence on January 1, 2020, subject to the receipt of the Supervisor 
  of Banks' approval of or non-objection to the appointment. 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 
 
 11 
  The subject / the resolution and the particulars thereof: 
  To approve the appointment of Dr. David Zvilichovsky for office as a director who is not an 
  external director at the Bank for a period of three years. 
  The term of office shall commence on the date as specified in the Report. 
  Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law 
  Please note: The value from this table determines the form of the shareholder's declaration 
  in the online voting system. For the conversion table click here. 
 
  Reference number of the last report on the subject of approval of a private offer (Tav 138): 
  ____________________ 
  Not a transaction between the company and a controlling party thereof as provided in Sections 
  275 and 320(f) of the Companies Law. 
 
  Reference number of the last report on the subject (Tav 133): ________ 
 
  Explanation of the section of the Companies Law or the Securities Law or any other law for 
  the approval of the resolution: 
 
  Explanation: For a transaction with a controlling party that does not conform to any of the 
  fields in the table of the sections of the Law, select the field "Declaration: There is no 
  appropriate field for classification" and choose "yes" for a transaction with a controlling 
  party. 
  Only in case of a debentures meeting or when a transaction with a controlling party is not 
  involved, if there is no appropriate field in the table, the relevant sections of the law 
  on the strength of which the resolution is required, should be explained and specified. 
 
  Does the subject predicate disclosure of a connection or other characteristic of the shareholder 
  casting his vote: 
  Please note: These values can be selected only when "Declaration: There is no appropriate 
  field for classification" is marked in the previous table and a transaction between the company 
  and the controlling party thereof is not involved. 
 
  In case of a debenture meeting 
  It was resolved that there was another matter: ____________ 
 
  Particulars of the other matter 
  _________ 
  Please note: Particulars of the other matter determine the text of the declaration to be included 
  in the online voting system. A question should be formulated the answer to which should be 
  in the form of "Yes" / "No". The question should appear in the voting system next to the resolution 
  on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility 
  of adding particulars if the answer is "Yes". 
 
  It was resolved to require further particulars from the holders: ____________ 
 
  Enumeration of the further particulars required of the holders or the manner of convening 
  the meetings (in case of a meeting according to 350): 
 
  Please note: This field determines the text of the requirement for further particulars to 
  be included in the online voting system. The voter will be able to add particulars in a text 
  field. 
 
  Amendment of disclosure 
  A negligible change or a change which can only favour the company in comparison to the form 
  of the resolution specified in the last report 
  No longer on the agenda 
  The subject was discussed at a previous meeting 
  The subject was added to the agenda by order of the court 
  The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations 
  (Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company, 
  and the Addition of a Subject to the Agenda), 2000 
  The subject was added to the agenda after the record date due to a technical error, as follows: 
  ____________________ 
  Explanation: After the record date no amendment can be made to the resolution, except for 
  an amendment to the terms of the transaction which benefits the company or a negligible change. 
  Also, after the record date new subjects may not be added to the agenda unless ordered by 
  the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations. 
 
  The resolution on the agenda is tabled for voting 
 
  Type of majority required for approval: simple majority 
 
  Does the rate of holdings of the controlling party in the shares of the corporation confer 
  upon the controlling party the majority required for passing the proposed resolution on this 
  subject? No 
----------------------------------------------------------------------------------------------------- 
 

Attachment of the report on the summoning of the meeting: 2019 Annual Meeting Summoning Report _isa.pdf

   4.   Attached 
         Yes   Form of poll card 
         No   Position statement: 
 
 1 
  On ___________ 
  The company received a position statement, within the meaning thereof in Section 88 of the 
  Companies Law, 1999, from ___________, in connection with a subject tabled for discussion 
  at the general meeting that has been summoned. 
  See page ____of the position statements file. 
 

Poll_Card Annual Meeting July 2019_isa.pdf

   Yes            Declaration of the candidate to serve as a director of the corporation 
   Yes            Declaration of an independent director 
   Yes            Declaration of an external director 

__________ Declaration of appointment of a representative to the representative body

__________ Amended trust deed

__________ Motion for approval of a creditors' arrangement under Section 350

__________ Other ___________

Nominees Declarations_isa.pdf

Explanation: If a poll card and/or a position statement is attached, it should be ascertained that they are prepared according to the Companies Regulations (Voting in Writing and Position Statements), 2005.

Link to the site of the voting system where votes can be cast: Voting System

Explanation: Entitled persons who may vote within the system will receive particulars affording access to the system from Exchange members.

   5.   The quorum for holding the meeting: 

Two shareholders holding at least twenty-five percent (25%) of the voting rights, within half an hour of the time appointed for the meeting to begin.

6. -- In the absence of a quorum, the adjourned meeting will be held on July 21, 2019, at 04:00 p.m.

At the address: At the offices of the Bank, 63 Yehuda Halevy St., Tel-Aviv (Level 6, Room 608).

In the absence of a quorum the meeting shall not be held.

7. The place and times at which any proposed resolution the text of which was not given in full in the particulars of the above agenda may be reviewed:

At the offices of the Bank, at 63 Yehuda Halevy Street, in Tel-Aviv, during regular business hours, by prior arrangement with the Secretariat of the Bank via telephone, at 03-567-3800, up to the appointed time of the meeting.

Meeting identifier: _____________

Note: The meeting identifier is the reference number of the initial report. In the initial report about the meeting, the field remains empty.

Names and positions of the signatories on behalf of the corporation:

Yael Almog, Chief Legal Adviser

Amit Levy, Legal Advisor to the Board of Directors

Signed on June 13, 2019.

Reference numbers of previous documents on the subject (any citation made does not constitute inclusion by way

of reference): 2019-01-043861    2019-01-023182 

Date on which the structure of the form was updated: April 30, 2019

The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange.

Abbreviated name: Poalim

Address: P.O.B. 27, Tel Aviv 6100001 Tel: 03-567-3800, 03-567-3333 Fax: 03-567-4576

E-mail: gilad.bloch@poalim.co.il Company website: http://www.bankhapoalim.co.il

Previous names of reporting entity:

Name of electronic reporter: Bloch Gilad. Position: Secretary of the Bank.

Name of employing company:

Address: Yehuda Halevy 63, Tel Aviv 6578109. Telephone: 03-567-3800 Fax: 03-567-4576

E-mail: gilad.bloch@poalim.co.il

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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